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SEC Company Response from Wheeler Real Estate Investment Trust, Inc. (WHLR, WHLRD, WHLRL, WHLRP) (CIK 0001527541) (WHLR) — Sep 2, 2016

Wheeler Real Estate Investment Trust, Inc. (WHLR, WHLRD, WHLRL, WHLRP) (CIK 0001527541)
Date: Sept. 2, 2016 · CIK: 0001527541 · Accession: 0001193125-16-700575

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File numbers found in text: 333-213294, 814-2209

Date
September 2, 2016
Author
Jon S. Wheeler
Form
CORRESP
Company
Wheeler Real Estate Investment Trust, Inc. (WHLR, WHLRD, WHLRL, WHLRP) (CIK 0001527541)

Letter

VIA EDGAR Division of Corporation Finance Securities and Exchange Commission Wheeler Real Estate Investment Trust, Inc. Registration Statement on Form S-3 File No. 333-213294

Re:

Dear Mr. Ladies and Gentlemen:

On behalf of Wheeler Real Estate Investment Trust, Inc. (the “Company”) and pursuant to Rule 461 under the Securities Act of 1933, as amended, we respectfully request acceleration of effectiveness of the above-referenced registration statement for September 6, 2016 at 4:00 p.m., Eastern Time, or as soon thereafter as practicable. In connection with the foregoing, the Company hereby acknowledges that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please confirm the date and time of effectiveness of the registration statement to Brad Haneberg at Haneberg Hurlbert PLC, our counsel, who can be reached by phone at (804) 814-2209 or by email at brad@hbhblaw.com.

Very truly yours,
Wheeler Real Estate Investment Trust, Inc.

Show Raw Text
CORRESP
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filename1.htm

CORRESP

 Wheeler Real Estate Investment Trust, Inc.

September 2, 2016

 VIA EDGAR

 Division of Corporation Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

Re:

Wheeler Real Estate Investment Trust, Inc.

Registration Statement on Form S-3

File No. 333-213294

 Dear Mr. Ladies and Gentlemen:

On behalf of Wheeler Real Estate Investment Trust, Inc. (the “Company”) and pursuant to Rule 461 under the Securities Act of 1933,
as amended, we respectfully request acceleration of effectiveness of the above-referenced registration statement for September 6, 2016 at 4:00 p.m., Eastern Time, or as soon thereafter as practicable. In connection with the foregoing, the
Company hereby acknowledges that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please confirm the date and time of effectiveness of the registration statement to Brad Haneberg at Haneberg Hurlbert PLC, our counsel, who
can be reached by phone at (804) 814-2209 or by email at brad@hbhblaw.com.

Very truly yours,

Wheeler Real Estate Investment Trust, Inc.

 /s/ Jon S. Wheeler

Jon S. Wheeler

Chairman and Chief Executive Officer